PUBLISHER AND DEVELOPER GAME LICENSE

AGREEMENT

GENERAL

This Publisher & Developer Game License Agreement ("Agreement") is between

KeyGames Network BV, a Dutch company with Company registration number with

its registered office at Beechavenue 182-200, Schiphol-Rijk, 1119 PX, The

Netherlands, registered no. 68126913 (“KeyGames Network B.V.” or “Distributor”);

and you, the owner Publisher Platforms, as defined below (herein referred to as

“You” or “Your” or as “Owner"), each a “Party” and collectively the “Parties”.

This Agreement relates to the distribution platform operating under the

“www.gamedistribution.com” domain, a registered trading name of Distributor, both

over which Distributor exercises jurisdiction and control.

Please read the Agreement carefully. If You do not agree to all the terms of this

Agreement, You are not permitted to create an account on the distribution platform.

By creating an account on the distribution platform, You agree with all the terms and

conditions of the Agreement.

NOTE: this agreement is made up of two sections for SECTION A: Publishers and

SECTION B: Developers

SECTION A: Publishers

1. DEFINITIONS

Advertisement and Hosting Costs: The ln-Content Advertising platform costs and

content hosting costs incurred by the Distributor, which are set to a maximum at fifteen

(15) percent of the Gross ln-Content Revenues (if applicable), and ii) VAT (if

applicable).

Content: means the game(s) made available for publishing to Publishers with an

active account on the Distribution Platform.

Data Subjects: means end users.

Defects: are categorized in the following categories:

(i) Critical Defect: causes the server software not to be able to provide the

game services to the users; causes individual functions expressly agreed

upon to fail; causes substantial number of users to be unable to purchase

any in-content items; causes the Content software to crash or to be unable

to be executed or to connect to the server software in a substantial number

of cases and/or other defects which cause the user to be unable to use the

service at all or only in a severely limited way, or is considered an “Exploit”.

This constitutes a lack of “Availability.”

(ii) Relevant Defect: causes individual functions of the server software

which the Parties have not agreed upon in advance to cause a critical

failure and/or features of the Content software to fail, which are not just an

inconvenience.

(iii) Inconvenient Defect: causes single features or functions of the Content

software to fail, but without limiting the ability to use the Content or to

purchase in-content items in a severe manner.

Distribution Platform: means the distribution platform exploited by KeyGames

Network B.V. under the domain name www.gamedistribution.com.

Effective Date: the date that You created an account on the Distribution Platform

and accepted the terms of this Agreement.

Gross In-Content Revenue: all revenues generated and received by Distributor

through IAP, In-Content Advertisement.

In-App Purchase (IAP): means being able to purchase a digital product/item/service

within the Content distributed and VAT (if applicable).

In-Content Advertisement(s): means the digital advertising displayed to Data

Subjects, from within the distributed content made available through the Publisher

Platform(s).

Initial Term: the period of one year (12 calendar months) starting on the Effective

Date.

Intellectual Property Rights: all intellectual property rights, either registered or

unregistered, among which trademarks, patent rights, design rights, trade names,

copyrights, neighbouring rights, moral rights, database rights, and similar proprietary

rights.

Net Revenue: the Gross In-Content Revenue, less developer’s share, the

Advertisement and Hosting Costs, and payment providers costs and VAT, if and

where applicable..

Publisher Platform(s): means the website(s) mobile or PC based; domain(s) or

other content hosting infrastructure, which is owned by, or licensed to, You, or Your

company where You will display (or provide links to) the Content.

Term: any period of one year (12 calendar months) of automatic renewal after the

Initial Term.

2. PUBLISHER LICENSE / DISTRIBUTOR SERVICES

2.1 Subject to this Agreement, Distributor hereby grants to Publisher a non-

exclusive, limited, non-sublicensable, non-transferable license to publish the Content

on the Publisher Platform(s). However, the license regarding each specific Content

terminates, with immediate effect, if the Distributor removes such specific Content

from the Distribution Platform for any reason whatsoever. In such case, Publisher

shall remove such specific Content from Publisher Platforms upon first notice of

Distributor. Distributor is not obliged to make, or continue to make, any Content

available in all or any jurisdictions or territory throughout the Initial Term and any

subsequent Term. Publisher is not permitted to Publish on any native application

stores unless with specific written approval from Distributor.

2.2 Each Party hereby grants to the other Party a non-exclusive, limited license to

use and publish such other Party’s trademarks and logos identified by that Party in

connection with the execution of the Agreement. Each Party will use the

trademarks in the form provided by the other Party and in accordance with any

instructions communicated by the other Party in advance.

2.3 With respect to the Content, during the Initial Term and any subsequent Term,

the Distributor adheres and agrees to meet the levels of dedication required for

operating/distributing an online gaming experience on the Publisher Platform.

Specifically, Distributor shall meet the following minimum service level requirements

regarding issues reported by Publisher:

● Distributor shall ensure a time to respond (TTR) of no more than twenty-four

(24) hours after a reporting of a Defect in the Content or issues related to

payment, and forty-eight (48) hours for non-payment related issues;

● Time To Resolution (“TTRS”) on Critical Defects and Exploits is no more than

twenty-four (24) hours after reporting of such issues.

● TTRS for non-payment related issues and Relevant Defects is no more than

seventy-two (72) hours after reporting of such issues.

● TTRS for Inconvenient Defects is no more than two (2) weeks after reporting

of such issues.

3. REVENUE SHARE

3.1 During the Initial Term and any subsequent Term, Publisher is entitled to a

revenue share of fifty percent (50%) of the Net Revenue.

3.2 During the Initial Term and any subsequent Term, the Publisher can access at

any time the revenue share reports on the Net In-Content Advertisements Revenue

made each month (the "Preceding Month") in the reporting section of the

Distribution Platform.

3.3 Within 60 days after the end of the Preceding Month, Distributor will pay

Publisher's revenue share with respect to that month.

3.4 Publisher's revenue share will only be paid out provided that the accumulated

outstanding amount is at least EUR 50 for PAYPAL and EUR 100 for Bank transfers

and that the Publisher has filled out the payment information in their reporting

account needed to make the payment. lf this minimum amount is not met, the

outstanding amount will accumulate and transfer to the next month until the minimum

is reached.

3.5 Each party shall be responsible for its own taxes of whatever nature.

3.6 The Publisher declares by entering into this agreement that it acts as a VAT

taxable person within the meaning of Article 9 of the EU VAT Directive 2006 (Council

Directive 2006/112/EC, PbEU, L 347), wherever Publisher is established or lives. In

the event the Publisher is established or lives in The Netherlands, and grants the

distribution rights from The Netherlands or from a permanent establishment in The

Netherlands, the payable revenue share will be increased with the applicable VAT

(at present 21% of the revenue share). Payments including VAT as meant in this

paragraph, will only be made after the Publisher has supplied its Netherlands VAT

identification number to the Distributor. The Publisher agrees that the Distributor

sends a credit invoice to the Publisher for the payments made by the Distributor to

the Publisher.

4. REPRESENTATIONS AND WARRANTIES / INDEMNIFICATION / LIABILITY

4.1 The Distributor represents and warrants that:

● Distributor either owns the games or has the right/ the license to distribute

the games on the Distribution Platform.

● Distributor is authorized to enter in this Agreement.

4.2 The Publisher represents and warrants that:

● the Publisher Platform will not violate any law or third party rights, nor will be

deceptive, violent, sexual, obscene, defamatory or abusive in nature.

● Publisher is authorized to enter into this Agreement.

● Publisher shall not, and shall not permit any user to:

i. use, reproduce, copy, sell, resell, or exploit any Content or the

Distribution Platform, or any parts thereof, for any purpose other than

for which the Content and/or Distribution Platform are made available

hereunder;

ii. remove or change any branding or links included in any Content or the

Distribution Platform, nor otherwise adjust any Content or the

Distribution Platform in any way whatsoever, unless explicitly otherwise

agreed by Parties;

iii. abuse, decompile, reverse engineer, attempt to derive the source code,

or disassemble any Content or the Distribution Platform;

iv. interrupt or attempt to interrupt the proper operation or exploitation of

any Content or the Distribution Platform in any way whatsoever;

v. register any rights regarding any Content, the Distribution Platform, or

Distributor and its business.

vi. to violate applicable data protection laws.

Publisher will defend, indemnify, and hold Distributor harmless from and against any

and all liabilities, losses, damages, costs and expenses (including legal fees and

expenses) associated with any claim or action brought against Distributor or its

affiliates regarding a breach of above mentioned representations and warranties.

4.3 DISTRIBUTOR’S TOTAL AGGREGATE LIABILITY IN CONNECTION WITH AN

ATTRIBUTABLE FAILURE TO FULFIL ANY OBLIGATIONS UNDER THE AGREEMENT, A

WRONGFUL ACT AND/OR ANY OTHER LEGAL GROUNDS, FOR ANY KIND OF

DAMAGE INCLUDING CLAIMS OF THIRD PARTIES, INCLUDING DATA SUBJECTS, AND

REGULATORY AUTHORITIES, WILL BE LIMITED TO THE AMOUNT OF REVENUE

SHARE PAID OUT BY DISTRIBUTOR TO PUBLISHER IN THE PREVIOUS THREE (3)

MONTHS PRIOR TO THE DATE THE ALLEGED FAILURE TO FULFIL ANY OBLIGATIONS

UNDER THE AGREEMENT AND/OR THE WRONGFUL ACT FIRST AROSE, BUT IN NO

EVENT TO EXCEED €10,000 (TEN THOUSAND EURO).

5. INTELLECTUAL PROPERTY RIGHTS

5.1 All Intellectual Property Rights which already existed at the time of entering into

this Agreement remain the property of the Party to which they belonged at that time.

Parties shall only acquire rights from the other Party as are explicitly granted in this

Agreement.

6. DATA PROTECTION

6.1 KeyGames Network B.V., in relation to its platform www.gamedistribution.com,

acknowledges its role as a “Data Controller” as defined within the EU General Data

Protection Regulation “GDPR”, whenever and wherever the Distributor’s cookies are

utilized. The Distributor utilizes Data Subject consent as their legal basis for data

processing activities, and as such requires the Publishers who utilize the Distribution

Platform to do the same for gaining the appropriate user consent on their behalf.

6.2 The Distributor recognizes the Publisher’s role as a Data Controller, in all cases

where user personal data is derived from the Publisher’s cookies or from HTTP Get

requests within the Publisher’s HTML tags. The Distributor encourages all Publishers

to utilize consent for the processing of this data, but recognizes the Data Controller’s

right to opt for “Legitimate Interest,” as defined within the GDPR, as a lawful basis

for the processing of this data.

6.3 The Distributor requires that all Publishers utilizing Legitimate Interest as their

lawful basis for data processing indicate this to the Distributor in advance.

Notification must be provided in written form, or through the relevant Distribution

Platform interface. The Publisher acknowledges that appropriate consent strings will

be substituted for Legitimate Interest based data, on their behalf.

6.4 The Distributor strongly recommends that all Publishers reference and provide

links, within their privacy notices and policies, to the Distributor’s privacy policy, in

order to effectively detail for the Data Subject, all data processing activities

associated with the Distribution Platform.

7. TERM AND TERMINATION

7.1 This Agreement will be entered into for the Initial Term. Thereafter, the

Agreement shall automatically renew for the same period of time, unless terminated

by either Party in writing (excluding e-mail) upon three (3) months’ written notice

prior to the end of the Initial Term or any subsequent Term.

7.2 Either Party may terminate the Agreement if:

● the other Party materially breaches a term or condition of this Agreement and

fails to cure such breach within thirty (30) days of written notice specifying

the breach.

● the other Party is put into liquidation or has ceased to conduct its business;

● the other Party requests or obtains (provisional) suspension of payment or is

declared bankrupt;

● the other Party loses command over its assets or part thereof due to seizure,

by being placed under trusteeship or in any other way, and such command is

not returned within 4 weeks after the loss thereof;

● it can only be reasonably expected that the other Party can no longer meet

its obligations under this Agreement.

● The other Party is found to be in violation of its respective obligations as

defined within the GDPR, applicable data protection law, or its contractual

data protection commitments.

7.3 Distributor may terminate this Agreement, in whole or in part with immediate

effect and without any liability for damages in the case where: i) the Content or any

product or service included therein infringes any third party rights or is in violation of

any applicable law or regulation, ii) the warranties of Publisher as set out in this

Agreement are not fulfilled; or iii) a breach of Section 3.2 or Section 8.1.

7.4 The termination grounds referred to in 7.2 and 7.3 do not prejudice the causes

for termination and relating remedies arising from law.

7.5 Obligations, which, according to their nature, are destined to continue also after

the termination of this Agreement, shall survive any termination of this Agreement.

7.6 Publisher shall, immediately upon the effective date of termination, remove all

Content from Publisher Platforms.

8. MISCELLANEOUS

8.1 Except as expressly and unambiguously allowed herein, each Party will hold in

confidence and not use (other than necessary for the proper performance of this

Agreement) or disclose any Confidential Information, and will similarly bind its

employees and contractors in writing. “Confidential Information” means all

information, except information the receiving Party can document:

● is or becomes, through no fault of the receiving Party or its employees or

contractors, generally known or available to the public;

● was received without restriction from a third party lawfully in possession of

such information and lawfully empowered to disclose such information;

● was rightfully in the possession of the receiving Party without restriction prior

to its disclosure by the disclosing Party;

● is independently developed by the receiving Party without access to the other

Party’s similar Confidential Information; or

● is mandatorily required by law or order of a court, administrative body or

other governmental body to be disclosed by the receiving Party.

The Parties' obligations with respect to Confidential Information will remain in effect

for three (3) years from the date of last disclosure made by any Party.

8.2 Publisher shall not assign, sublicense, transfer, encumber or otherwise dispose

of the Agreement without the prior written approval of Distributor. Any attempted

assignment, sublicense, transfer, encumbrance or other disposal of the Agreement

by Publisher in violation of this provision will constitute a material default and breach

of this Agreement. Except as otherwise provided, this Agreement will be binding

upon and inure to the benefit of the Parties' successors and lawful assigns.

8.3 Distributor is entitled to suspend its services under any Agreement during the

period that Publisher is in breach of any provision of this Agreement.

8.4 No Party shall be deemed in default hereunder for any cessation, interruption or

delay in the performance of its obligations due to causes beyond its reasonable

control, including but not limited to: earthquake, flood, or other natural disaster, act of

God, labor controversy, civil disturbance, war (whether or not officially declared) or

the inability to obtain sufficient supplies, transportation, or other essential commodity

or service required in the conduct of its business, or any change in or the adoption of

any law, regulation, judgment or decree (each a “Force Majeure Event”). Each

Party shall have the right to terminate the Agreement immediately upon written

notice if any Force Majeure Event of another Party continues for more than thirty (30)

days.

8.5 A Party’s failure to exercise or delay in exercising any right, power or privilege

under this Agreement shall not operate as a waiver thereof; nor shall any single or

partial exercise of any right, power or privilege preclude any other or further exercise

thereof.

8.6 This Agreement may be periodically updated and the current version will be

published on the Distribution Platform. Your continued use of the Distribution

Platform after a revised Agreement has been published on the Distribution Platform

constitutes Your acceptance of its terms.

8.7 The Parties are independent contractors. Neither Party will be deemed to be an

employee, agent or legal representative of the other Party for any purpose and

neither will have any right, power or authority to create any obligation or

responsibility on behalf of the other Party.

8.8 Distributor may subcontract its obligations under this Agreement to any third

party provided that Distributor will be responsible and liable for the acts of the third

party concerned relating to this Agreement. Distributor is allowed to transfer its legal

relationship with the Publisher to a third party as well. Publisher gives hereby

permission in advance for such a transfer.

8.9 Without prejudice to the foregoing, Distributor may at its sole discretion at any

time take down the Distribution Platform, or remove the Content from the Distribution

Platform, or to require adjustments to the Content, if required to comply with

applicable law or regulations, or if necessary due to claims of infringement.

8.10 The applicability to this Agreement of either the Publisher’s general or special

terms and conditions, however named, is hereby expressly rejected.

8.11 Any provision of this Agreement which is prohibited or unenforceable in any

jurisdiction shall, as to such jurisdiction, be ineffective only to the minimum extent

necessary without invalidating the remaining provisions of this Agreement or

affecting the validity or enforceability of such provisions in any other jurisdiction and

Parties shall in good faith negotiate to replace the invalid/unenforceable provisions

with valid/enforceable provisions.

8.12 This Agreement and any relating addendums, amendments or further

agreements shall be governed by the laws of The Netherlands. Disputes, claims and

all other issues arising out of or in connection with this Agreement or further

contracts resulting thereof shall be submitted to the exclusive jurisdiction of the

competent court in Amsterdam, The Netherlands.

SECTION B: Developers

1. DEFINITIONS

Advertisement and Hosting Costs: The ln-Content Advertisement platform costs

and content hosting costs incurred by Distributor, which are set to a maximum at

fifteen(15) percent of the Gross ln-Content Revenues (if applicable), and ii) VAT (if

applicable).

Content: means the game(s) which is owned by You and/or Your licensor which You

will upload to the Distribution Platform.

Data Subjects: means end users.

Defects: are categorized in the following categories:

(i) Critical Defect: causes the server software not to be able to provide the

game services to the users, causes individual functions expressly agreed

upon to fail, causes substantial number of users to be unable to purchase

any in-content items, causes the Content software to crash or to be unable

to be executed or to connect to the server software in a substantial number

of cases and/or other defects which cause the user to be unable to use the

service at all or only in a severely limited way, or is considered an “Exploit”.

This constitutes a lack of “Availability.”

(ii) Relevant Defect: causes individual functions of the server software

which the Parties have not agreed upon in advance to cause a critical

failure and/or features of the Content software to fail, which are not just an

inconvenience.

(iii) Inconvenient Defect: causes single features or functions of the Content

software to fail, but without limiting the ability to use the Content or to

purchase in-content items in a severe manner.

Distribution Platform: means the distribution platform exploited by KeyGames

Network B.V. under the domain name www.gamedistribution.com.

Effective Date: the date that You created an account on the Distribution Platform

and accepted the terms of this Agreement.

Gross In-Content Revenue: all revenues generated and received by Distributor

through IAP, In-Content Advertisement.

In-App Purchase (IAP): means being able to purchase a digital product/item/service

within the Content distributed and VAT (if applicable).

In-Content Advertisement(s): means the digital advertising displayed to Data

Subjects, from within the distributed content made available through the Distribution

Platform.

Initial Term: the period of one year (12 calendar months) starting on the Effective

Date.

Intellectual Property Rights: all intellectual property rights, either registered or

unregistered, among which trademarks, patent rights, design rights, trade names,

copyrights, neighbouring rights, moral rights, database rights, and similar proprietary

rights.

Net Revenue: the Gross In-Content Revenue, less publisher’s share, the

Advertisement and Hosting Costs, and payment providers costs and VAT, if and

where applicable.

SDK: a scripted code provided by Distributor to implement in the Content, which

includes but is not limited to, tracking features, advertisements code(s), statistics,

and IAP, in order to calculate and monitor the revenues and to optimize its

performances.

Term: any period of one year (12 calendar months) of automatic renewal after the

Initial Term.

2. DEVELOPER LICENSE

2.1 Subject to this Agreement, Owner hereby grants to Distributor a non-exclusive

license to distribute and commercially exploit the Content through the Distribution

Platform, third party publisher websites, applications, and other platforms such as

but not limited to Facebook.

2.2 Distributor may subcontract its obligations under this Agreement to any third

party. Owner hereby grants to Distributor a non-exclusive, limited license to use and

publish Owner’s trademarks and logos in connection with the execution of the

Agreement.

3. SERVICES PROVIDED BY OWNER / DISTRIBUTOR

3.1 During the Initial Term and any subsequent Term, Owner shall:

● be solely responsible for all programming, design and game development of

the Content;

● not use any copyrighted or registered trademarks of any kind of names

and/or visual materials in the Content that are not owned by Owner;

● before uploading the Content, implement the SDK in the Content as

instructed by the Distributor; failure to do this will result in a denied request

for publishing;

● ensure that all Content updates and features of the Content are made

available for the version integrated on the Distribution Platform and that

Content distributed on the Distribution Platform hereunder is always identical

to the latest version of the Content published on other platforms/websites,

apps etc.;

● provide the games localized at least in English;

● provide each Distributor referred (end) user with a unique tracking code as

registered by SDK (or use any other method as agreed between the Parties)

so that all Distributor referred (end) users can be monitored by Distributor

during the Initial Term and any subsequent Term in connection with the

revenue shares under this Agreement;

● be responsible for providing user support in relation to the Content, including

community management;

● not include any link to a web domain or content(s) outside the Distribution

Platform in Content integrated on the Distribution Platform without

Distributors prior consent.

3.2 With respect to the Content, during the Initial Term and any subsequent Term,

the Owner adheres and agrees to meet the levels of dedication required for

operating/distributing an online gaming experience on the Distribution

Platform. Specifically, Owner shall meet the following minimum service level

requirements regarding issues reported by Distributor and/or third party publishers:

● Owner shall ensure a time to respond (TTR) of no more than 24 (twenty four)

hours after a reporting of a Defect in the Content or issues related to

payment, and 48 (forty eight) hours for non-payment related issues;

● Time To Resolution (“TTRS”) on Critical Defects and Exploits is no more than

24 hours after reporting of such issues. Should the issue not be fixed after 48

hours, and affect multiple Distributor referred users, Distributor has the right

to deduct 0.5% point from Owner’s revenue share multiple referred to in

Section 4 for each day the issue has not been resolved (day 1: 0,5%

deduction, day 2: 1,0% deduction, day 3: 1,5% deduction and so on);

● TTRS for non-payment related issues and Relevant Defects is no more than

72 hours after reporting of such issues. Should the issue not be fixed after 5

days, and affect multiple Distributor referred users, Distributor has the right to

deduct 0.5% point from Owner’s revenue share multiple referred to in Section

4, for each day the issue has not been resolved (day 1: 0,5% deduction, day

2: 1,0% deduction, day 3: 1,5% deduction and so on);

● TTRS for Inconvenient Defects is no more than two (2) weeks after reporting

of such issues.

3.3 Subject to the terms and conditions of this Agreement, during the Initial Term and

any subsequent Term, Distributor shall host the Content in full on the Distribution

Platform. Exceptions for hosting the Content in full will be accepted only by written

consent of Distributor. Distributor shall use commercially reasonable efforts to serve

the advertisements within the Content through use of the SDK. Distributor has the

right to block any outgoing links in the Content through the SDK in order to meet

third party publisher requirements for placing Content on their network.

4. REVENUE SHARE

4.1 During the Initial Term and any subsequent Term, Owner is entitled to a revenue

share of fifty percent (50%) of the Net Revenue.

4.2 During the Initial Term and any subsequent Term the Owner can access at any

time the share reports on the Net In-Content Revenue made each month (the

"Preceding Month ") in the reporting section of the Distribution Platform.

4.3 Within 60 days after the end of the Preceding Month, Distributor will pay Owner’s

revenue share with respect to that month.

4.4 Owner’s revenue share will only be paid out provided that the accumulated

outstanding amount is at least EUR 50 for PAYPAL and EUR 100 for Bank transfers.

lf this minimum amount is not met, the outstanding amount will accumulate and

transfer to the next month until the minimum is reached. Each party shall be

responsible for its own taxes of whatever nature.

4.5 Each party shall be responsible for its own taxes of whatever nature.

4.6 The Owner declares by entering into this Agreement that it acts as a VAT taxable

person within the meaning of Article 9 of the EU VAT Directive 2006 (Council

Directive 2006/112/EC, PbEU, L 347), wherever Owner is established or lives. In the

event the Owner is established or lives in The Netherlands, and grants the

distribution rights from The Netherlands or from a permanent establishment in The

Netherlands, the payable revenue share will be increased with the applicable VAT

(at present 21% of the revenue share). Payments including VAT as meant in this

paragraph, will only be made after the Owner has supplied its Netherlands VAT

identification number to the Distributor. The Owner agrees that the Distributor sends

a credit invoice to the Owner for the payments made by the Distributor to the Owner.

5. REPRESENTATIONS AND WARRANTIES / INDEMNIFICATION / LIABILITY

5.1 Owner hereby represents and warrants that:

● it is authorized to enter into the Agreement and perform its obligations

hereunder;

● it conducts its business in compliance with all applicable laws, rules and

regulations, including without limitation applicable data protection laws;

● the execution of this Agreement and the performance of its obligations

hereunder will not conflict with or cause a breach or violation of any

agreement, law, regulation or other obligation to which it is a party or subject;

● it owns all or has a license to the Intellectual Property Rights in the Content,

including the right to (sub)license to Distributor under this Agreement;

● the Content will be up-to-date, true, correct, accurate, and will not: (i) be

misleading or deceptive; (ii) be obscene, defamatory or otherwise unlawful;

(iii) be violent, sexual or abusive in nature so as to be reasonably likely to

cause offence to any material group of people;

● the Content, including any product or services offered through the Content,

and the use thereof will not infringe any right of any person or entity, will not

infringe any Intellectual Property right or other rights of any person or entity,

and will not breach any applicable law, regulation, rule or relevant industry

codes;

● the availability of, and support for the Content will be at all times of a high

quality, and will meet the specifications and service level criteria under this

Agreement;

● Distributor nor the publisher or the (end) user will be exposed to any

computer virus (or any similar or other damaging components) from the

Content;

● it will comply with all applicable laws on personal data protection as well as

Distributor privacy policy in respect of the collection, use and disclosure of

any personally identifiable information;

● there is no current or impending claim or proceedings anywhere in the world

in respect to the Content.

5.2 Distributor hereby represents and warrants to Owner that it is authorized to enter

into this Agreement and perform its obligations hereunder.

5.3 Owner will defend, indemnify, and hold Distributor, harmless from and against

any and all liabilities, losses, damages, costs and expenses (including legal fees and

expenses) associated with any claim or action brought against Distributor or its third

party (publisher) regarding: (a) actual or alleged infringement of any Intellectual

Property Rights in the Content; (b) a breach of Owner’s representations and

warranties as set forth above; (c) any end user’s/ player’s use of the Content

including, without limitation, any actions or claims in product liability, tort, contract, or

equity.

5.4 Distributor will defend, indemnify, and hold Owner, harmless from and against

any and all liabilities, losses, damages, costs and expenses (including legal fees and

expenses) associated with any claim or action brought against Owner for a breach of

Distributor’s representation and warranty as set forth in Section 5.2.

5.5 Owner acknowledges that the Distribution Platform and any advertising,

information, data, or (game) content thereon are “AS IS”. Except as expressly

provided in this Agreement, Distributor disclaims any and all representations and

warranties with respect to the Distribution Platform and all advertising, information,

data and (game) content thereon including without limitation, any implied warranties

and any warranty of continuous, uninterrupted, bug-free, secure, virus-free access to

the Distribution Platform and/or any of its advertising, information, data and (game)

content.

5.6 DISTRIBUTOR’S TOTAL AGGREGATE LIABILITY IN CONNECTION WITH AN

ATTRIBUTABLE FAILURE TO FULFIL ANY OBLIGATIONS UNDER THE

AGREEMENT, A WRONGFUL ACT AND/OR ANY OTHER LEGAL GROUNDS,

FOR ANY KIND OF DAMAGE INCLUDING CLAIMS OF THIRD PARTIES,

INCLUDING DATA SUBJECTS, AND REGULATORY AUTHORITIES, WILL BE

LIMITED TO THE AMOUNT OF REVENUE SHARE PAID OUT BY DISTRIBUTOR

TO OWNER IN THE PREVIOUS THREE (3) MONTHS PRIOR TO THE DATE THE

ALLEGED FAILURE TO FULFIL ANY OBLIGATIONS UNDER THE AGREEMENT

AND/OR THE WRONGFUL ACT FIRST AROSE, BUT IN NO EVENT TO EXCEED

€10,000 (TEN THOUSAND EURO).

6. DATA PROTECTION

6.1 KeyGames Network B.V., in relation to its platform www.gamedistribution.com,

acknowledges its role as a “Data Controller” as defined within the EU General Data

Protection Regulation “GDPR”, whenever and wherever the Distributor’s cookies are

utilized. The Distributor utilizes Data Subject consent as their legal basis for data

processing activities. This does not include user account data associated with the

Content.

6.2 The Distributor recognizes the Owner’s role as a Data Controller, in all cases

where user personal data is derived from the Owner’s cookies or from user accounts

developed within the Content. The Distributor encourages all Owners to utilize

consent for the processing of this data, but recognizes the Data Controller’s right to

opt for “Legitimate Interest,” as defined within the GDPR, as a lawful basis for the

processing of this data. If Owner opts to utilize Legitimate Interest as its lawful basis

for data processing, the Distributor requires that the Owner notify the Distributor in

advance in writing.

6.3 The Distributor strongly recommends that all Developers reference and provide

links within their privacy notices and policies, to the Distributor’s privacy policy, in

order to effectively detail for the Data Subject, all data processing activities

associated with the Distribution Platform.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 All Intellectual Property Rights which already existed at the time of entering into

this Agreement remain the property of the Party to which it belonged at that time.

Parties shall only acquire rights from the other Party as are explicitly granted in this

Agreement.

7.2 Owner hereby grants to Distributor a worldwide, royalty-free license, with the

right to sublicense to the extent necessary for the proper performance of this

Agreement, including without limitation, to distribute, publish, advertise and promote

the Content through the Distribution Platform.

8. TERM AND TERMINATION

8.1 This Agreement will be entered into for the Initial Term. Thereafter, the

Agreement shall automatically renew for the same period of time, unless terminated

by either Party in writing (excluding e-mail) upon three (3) months’ written notice

prior to the end of the Initial Term or any subsequent Term.

8.2 Either Party may terminate the Agreement if:

● the other Party materially breaches a term or condition of this Agreement and

fails to cure such breach within thirty (30) days of written notice specifying

the breach.

● the other Party is put into liquidation or has ceased to conduct its business;

● the other Party requests or obtains (provisional) suspension of payment or is

declared bankrupt;

● the other Party loses command over its assets or part thereof due to seizure,

by being placed under trusteeship or in any other way, and such command is

not returned within 4 weeks after the loss thereof;

● it can only be reasonably expected that the other Party can no longer meet

its obligations under this Agreement.

● the other Party is found to be in violation of its respective obligations as

defined within the GDPR, applicable data protection law, or its contractual

data protection commitments.

8.3 Distributor may terminate this Agreement in whole or in part with immediate

effect and without any liability for damages in the case where: i) the Content or any

product or service included therein infringes any third party rights or is in violation of

any applicable law or regulation, ii) the warranties of Owner as set out in this

Agreement are not fulfilled; or iii) a breach of Section 3.2 or Section 9.1.

8.4 The termination grounds referred to in 8.2 and 8.3 do not prejudice the causes

for termination and relating remedies arising from law.

8.5 Obligations, which, according to their nature, are destined to continue also after

the termination of this Agreement, shall survive any termination of this Agreement.

9. MISCELLANEOUS

9.1 Except as expressly and unambiguously allowed herein, each Party will hold in

confidence and not use (other than necessary for the proper performance of this

Agreement) or disclose any Confidential Information, and will similarly bind its

employees and contractors in writing. “Confidential Information” means all

information, except information the receiving Party can document:

● is or becomes, through no fault of the receiving Party or its employees or

contractors, generally known or available to the public;

● was received without restriction from a third party lawfully in possession of

such information and lawfully empowered to disclose such information;

● was rightfully in the possession of the receiving Party without restriction prior

to its disclosure by the disclosing Party;

● is independently developed by the receiving Party without access to the other

Party’s similar Confidential Information; or

● is mandatorily required by law or order of a court, administrative body or

other governmental body to be disclosed by the receiving Party.

The Parties' obligations with respect to Confidential Information will remain in effect

for three (3) years from the date of last disclosure made by any Party.

9.2 Owner shall not assign, sublicense, transfer, encumber or otherwise dispose of

the Agreement without the prior written approval of Distributor. Any attempted

assignment, sublicense, transfer, encumbrance or other disposal of the Agreement

by Owner in violation of this provision will constitute a material default and breach of

this Agreement. Except as otherwise provided, this Agreement will be binding upon

and inure to the benefit of the Parties' successors and lawful assigns.

9.3 Distributor is entitled to suspend its services under any Agreement during the

period that Owner is in breach of any provision of this Agreement.

9.4 No Party shall be deemed in default hereunder for any cessation, interruption or